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EXHIBIT 9.2
AMENDMENT TO VOTING TRUST AGREEMENT
This Amendment ("Amendment") is entered into on June 12, 1998, by and
among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as Trustee ("Trustee"), ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, as the
Successor Trustee ("Successor Trustee"), Osage Systems Group, Inc., successor in
interest to Pacific Rim Entertainment, (the "Corporation"), the stockholders of
the Corporation as set forth on Schedule I attached hereto and made a part
hereof (the "Stockholders") and the holders of the Corporation's Series B $3.00
Preferred Stock (the "Series B Holders").
WHEREAS, the parties hereto entered into a Voting Trust Agreement dated
as of December 22, 1997 (the "Agreement") pursuant to an Agreement and Plan of
Merger by and among the Corporation, PR Acquisition Corp., Osage Computer Group,
Inc. ("Osage") and certain stockholders of Osage, dated as of November 5, 1997
(the "Merger Agreement"); and
WHEREAS, the parties desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto do
hereby bind themselves and their heirs, executors, administrators and permitted
assigns, and the Trustee does hereby bind himself, and agree as set forth below.
Capitalized terms not defined herein shall have the meaning ascribed to them in
the Agreement.
1. Trust Shares. The aggregate number of Trust Shares subject to the
Agreement is hereby reduced from 1,500,000 to the lower of: (i) 500,000, or (ii)
whatever number of Trust Shares is deemed acceptable to the Successor Trustee,
which may consist of no Trust Shares. Accordingly, no less than 1,000,000 Trust
Shares are hereby released from the Agreement. The allocation of the Trust
Shares among the Stockholders is set forth on the revised Schedule I attached
hereto.
2. Change of Trustee. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Trustee shall be replaced by
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ as Successor Trustee effective as of the date of this
Amendment. ▇▇. ▇▇▇▇▇▇▇▇▇▇ shall be referred to as the "Successor Trustee". In
connection with his agreement to resign as Trustee, the Corporation hereby
reaffirms its agreement to indemnify and hold ▇▇. ▇▇▇▇▇▇▇ as the Trustee
harmless from any loss, expense or damages which he may incur by reason of any
lawful act undertaken or any omission to act under the Agreement except for any
loss, expense or damages resulting from willful misconduct and gross negligence.
▇▇. ▇▇▇▇▇▇▇▇▇▇ as Successor Trustee shall be entitled to the indemnification
provided for under paragraph 7 of the Agreement.
3. Voting Trust Certificates. The Stockholders shall provide to the
Successor Trustee their respective stock certificates representing the number of
shares of the Corporation's Common Stock they have agreed to deposit into the
Voting Trust (the "Trust Shares") and, upon his receipt of such certificates,
the Successor Trustee shall issue to each of the Stockholders a Voting Trust
Certificate in the form attached hereto as Exhibit "A", for the number of Trust
Shares held by the Successor Trustee for the benefit of the Stockholders under
the terms and conditions of the Agreement.
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4. Release of Trust Shares. Section 6(b) of the Agreement is hereby
deleted in its entirety.
5. Amendment/Termination. The Successor Trustee has the power and
authority granted by the Series B Holders to amend, modify or terminate the
Voting Trust arrangements identified herein, for any reason whatsoever, in his
sole discretion.
6. Consent. The Series B Holders, by their execution at the end of this
Agreement, hereby evidence their consent and agreement to the terms herein
contained.
7. Miscellaneous.
(a) Except as amended hereby, all other terms of the
Agreement shall remain unamended and in full force
and effect.
(b) This Amendment shall be construed in accordance with
and governed by the laws of the State of Delaware,
without regard to conflict of laws principles.
(c) This Amendment may be executed in any number of
counterparts, each of which shall be deemed an
original but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
OSAGE SYSTEMS GROUP, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Chief Executive Officer
TRUSTEE
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire
The undersigned hereby accepts his appointment as Successor Trustee
under the Agreement, as amended by this Amendment, and agrees to be bound by the
terms of the Agreement, as amended hereby.
SUCCESSOR TRUSTEE
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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SERIES B HOLDERS:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ Van deVrede
------------------------------ --------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Van deVrede Family Trust
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------ --------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------ ---------------------------------
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
SCHEDULE I
STOCKHOLDERS OF OSAGE SYSTEMS GROUP, INC.
DEPOSIT OF TRUST SHARES INTO VOTING TRUST
NAME # OF SHARES TO BE PLACED IN VOTING TRUST
------------------------ -------------------------
Signature
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Signature
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Signature
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Signature
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Signature
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EXHIBIT "A"
VOTING TRUST CERTIFICATE
OSAGE SYSTEMS GROUP, INC.
_________________________________ _______________________________
Voting Trust Certificate Number Number of Shares Represented
VOTING TRUST CERTIFICATE
THIS CERTIFIES THAT _______________________ is the legal and beneficial
owner of shares of the Common Stock of Osage Systems Group, Inc., a Delaware
corporate (the "Corporation"), said shares having been deposited with the
undersigned Trustee in accordance with a Voting Trust Agreement entered into by
certain Stockholders of the Corporation and the Trustee, dated as of December
22, 1997, as amended on June _____, 1998, copies of which are filed in the
registered office of the Corporation in the State of Delaware and in the
Corporation's principal offices at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇. This Voting Trust Certificate is issued in accordance with the
terms of the Voting Trust Agreement, as amended, and is subject to the
provisions thereof.
TRUSTEE
[ ]
___________________________
Dated:________________________ By:____________________________
Name:
Title:
